[FIRST COLORADO BANCORP INC. LETTERHEAD]
March 31, 1997
To Our Stockholders:
We are pleased to invite you to attend the Annual Meeting of Stockholders
(the "Meeting") of First Colorado Bancorp, Inc. (the "Company") to be held at
the Arvada Center for the Arts and Humanities, 6901 Wadsworth Boulevard, Arvada,
Colorado, on Wednesday, April 30, 1997, at 3:00 p.m.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Meeting. During the Meeting, we will
also report on the operations of the Company. Directors and officers of the
Company, as well as a representative of our independent auditors, KPMG Peat
Marwick LLP, are expected to be present to respond to any questions that
stockholders may have.
Also enclosed for your reference is the Annual Report to Stockholders for
the fiscal year ending December 31, 1996, which contains detailed information
concerning the activities and operating performance of the Company.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from attending the
Meeting and voting in person but will assure that your vote is counted if you
are unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Malcolm E. Collier, Jr.
Malcolm E. Collier, Jr.
Chairman
<PAGE>
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FIRST COLORADO BANCORP, INC.
215 SOUTH WADSWORTH BOULEVARD
LAKEWOOD, COLORADO 80226
(303) 232-2121
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1997
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of First Colorado Bancorp, Inc. (the "Company") will be held at the
Arvada Center for the Arts and Humanities, 6901 Wadsworth Boulevard, Arvada,
Colorado, on Wednesday, April 30, 1997, at 3:00 p.m. The Meeting is for the
purpose of considering and acting upon:
1. The election of three directors of the Company; and
2. The ratification of the appointment of KPMG Peat Marwick LLP as
auditor for the Company for the fiscal year ending December 31,
1997.
The transaction of such other business as may properly come before the
Meeting or any adjournments thereof will be considered and acted upon. The Board
of Directors is not aware of any other business to come before the Meeting.
Pursuant to the Bylaws, the Board of Directors has fixed the close of business
on March 21, 1997, as the record date for determination of the stockholders
entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy which is
solicited by the Board of Directors and to return it promptly in the enclosed
envelope. The proxy will not be used if you attend the Meeting and vote in
person.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Elaine M. Samuelson
ELAINE M. SAMUELSON
SECRETARY
Lakewood, Colorado
March 31, 1997
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IMPORTANT: PLEASE COMPLETE, DATE, SIGN, AND RETURN PROMPTLY THE ENCLOSED PROXY.
AN ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
FIRST COLORADO BANCORP, INC.
215 SOUTH WADSWORTH BOULEVARD
LAKEWOOD, COLORADO 80226
(303) 232-2121
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 30, 1997
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GENERAL
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This Proxy Statement is furnished to holders of common stock, $0.10 par
value per share ("Common Stock"), of First Colorado Bancorp, Inc. (the
"Company") which acquired all of the outstanding common stock of First Federal
Bank of Colorado (the "Bank") issued in connection with the conversion from the
mutual to stock form of organization of First Savings Capital, M.H.C. (the
"Mutual Holding Company"), the former mutual holding company parent of the Bank
(the "Conversion"), and the reorganization of the Bank into the stock holding
company form of organization (the "Reorganization"). In connection with the
Conversion and the Reorganization, the Bank changed its name from First Federal
Savings Bank of Colorado to First Federal Bank of Colorado and each share of
common stock of the Bank ("Bank Common Stock") outstanding on December 29, 1995
(other than the Bank Common Stock held by the Mutual Holding Company) was
exchanged for 3.0310 shares (the "Exchange Ratio") of Common Stock (the
"Exchange"). Proxies are being solicited by the Board of Directors of the
Company to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting"), which will be held at the Arvada Center for the Arts and Humanities,
6901 Wadsworth Boulevard, Arvada, Colorado, on Wednesday, April 30, 1997, at
3:00 p.m. The accompanying Notice of Annual Meeting of Stockholders and this
Proxy Statement are being first mailed to stockholders on or about March 31,
1997.
At the Meeting, stockholders will consider and vote upon (i) the election
of three directors and (ii) the ratification of the appointment of the
independent auditor. The Board of Directors knows of no additional matters that
will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxyholder the discretionary authority to
vote the shares represented by such proxy in accordance with their best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by signed proxies will be voted
at the Meeting and all adjournments thereof. Proxies may be revoked by written
notice delivered in person or mailed to the Secretary of the Company at the
address of the Company shown above or by the filing of a later-dated proxy prior
to a vote being taken on a particular proposal at the Meeting. A proxy will not
be voted if a stockholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors will be voted in accordance with the
directions given therein. Where no instructions are indicated, signed proxies
will be voted "FOR" the proposals set forth in this Proxy Statement for
consideration at the Meeting or any adjournment thereof.
The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director should the nominee
be unable to serve, or for good cause, will not serve, and matters incident to
the conduct of the Meeting.
<PAGE>
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on March 21, 1997 (the
"Voting Record Date") are entitled to one vote for each share then held. As of
the Voting Record Date, the Company had 16,555,197 shares of Common Stock issued
and outstanding.
As provided in the Articles of Incorporation of the Company (the
"Articles") for a period of five years from the date of the Conversion and the
Reorganization, which was consummated on December 29, 1995, no person may
directly or indirectly offer to acquire or acquire beneficial ownership of any
class of equity securities of the Company in excess of 10% of the outstanding
shares of the class (the "Limit"). Furthermore, as provided in the Articles, any
person or entity who directly or indirectly beneficially owns Common Stock in
excess of the Limit will not be entitled or permitted to any vote with respect
to such shares of Common Stock held in excess of the Limit, and in certain
circumstances, voting rights may be reduced below the Limit. A person or entity
is deemed to beneficially own shares owned by an affiliate of, as well as shares
owned by persons acting in concert with such person or entity, but does not
include shares beneficially owned by any employee stock ownership or similar
plan of the Company or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit, if any, pursuant to the Articles) is
necessary to constitute a quorum at the Meeting. In the event there are not
sufficient votes for a quorum or to approve any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit further solicitation of
proxies.
As to the election of directors as stated under "Proposal I -- Election of
Directors," the proxy card being provided by the Board enables a stockholder to
vote for the election of the nominees proposed by the Board, or to withhold
authority to vote for one or more of the nominees being proposed. Directors are
elected by a plurality of votes cast, without respect to either (i) broker
non-votes or (ii) proxies as to which authority to vote for one or more of the
nominees being proposed is withheld.
As to the ratification of auditors as set forth under "Proposal II --
Ratification of Appointment of Auditors," by checking the appropriate box, a
stockholder may; (i) vote "FOR" the ratification, or (ii) vote "AGAINST" the
ratification, or (iii) "ABSTAIN" with respect to the ratification. Unless
otherwise required by law, the ratification of the appointment of auditors shall
be determined by a majority of votes cast affirmatively or negatively without
regard to (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that
matter.
As to all other matters that may properly come before the Meeting, unless
otherwise required by law, the Articles, or the Bylaws, a majority of the votes
cast by stockholders shall be sufficient to pass on the matter.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Other than as noted below,
management knows of no person or entity, including any "group" as that term is
used in ss.13(d)(3) of the 1934 Act, who or which is the beneficial owner of
more than 5% of the outstanding shares of Common Stock on the Voting Record
Date. Information concerning the security ownership of management is included
under "Proposal I - Election of Directors."
2
<PAGE>
Name and Address Amount and Nature of Percent of Shares of
- --------------------------------------------------------------------------------
of Beneficial Owner Beneficial Ownership Common Stock Outstanding
First Federal Bank of Colorado 1,736,401 (1) 10.49%
Employee Stock Ownership Plan
215 South Wadsworth Boulevard
Lakewood, Colorado 80226
- ------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants. These shares are held in a suspense account and will be
allocated among ESOP participants annually on the basis of compensation.
As of the Voting Record Date, 530,059 shares have been previously
allocated under the ESOP to participant accounts. See "Director and
Executive Officer Compensation -- Other Compensation -- Employee Stock
Ownership Plan."
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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The Common Stock is registered pursuant to Section 12(g) of the 1934 Act.
The executive officers and directors of the Company and beneficial owners of
greater than 10% of the Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4, and 5 with the Securities and Exchange Commission
("SEC") disclosing changes in beneficial ownership of the Common Stock. Based
solely on the Company's review of such ownership reports, except as set forth
below, no director, executive officer, or 10% beneficial owners failed to file
such ownership reports on a timely basis during the fiscal year ended December
31, 1996. Director Person was late in filing a report on Form 4.
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PROPOSAL I - ELECTION OF DIRECTORS
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Directors
The Company currently has nine directors serving on its Board. The
Articles require that directors be divided into three classes, as nearly equal
in number as possible, each class to serve for a term of three years, with
approximately one-third of the directors elected annually. Three directors will
be elected at the Meeting to serve for a three-year period.
Polly Baca, Stephen A. Burkholder, and James R. Wexels have been nominated
by the Board of Directors each to serve for a three-year term, or until their
respective successors have been elected and qualified. If any nominee is unable
to serve, the shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this time, the Board
knows of no reason why any nominee might be unavailable to serve.
The following table sets forth for the nominees and the directors
continuing in office, such individual's name, age, the year the nominee first
became a director of the Company or the Bank, and the number of shares and
percentage of the Common Stock beneficially owned. Each director of the Company
is also a director of the Bank.
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
YEAR FIRST CURRENT COMMON STOCK PERCENT
ELECTED OR TERM BENEFICIALLY OF
NAME AGE(1) APPOINTED EXPIRES OWNED(2)(3)(4) CLASS
- ---- ------ --------- ------- -------------- -----
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2000
<S> <C> <C> <C> <C> <C>
Polly Baca 55 1995(5) 1997 12,774 0.08%
Stephen A. Burkholder 55 1987 1997 35,823(6) 0.22%
James R. Wexels 57 1993 1997 6,046 0.04%
THE BOARD OF DIRECTORS RECOMMENDS THAT ITS NOMINEES BE ELECTED AS DIRECTORS
DIRECTORS CONTINUING IN OFFICE
Malcolm E. Collier, Jr. 59 1966 1999 468,575(7) 2.83%
E. William Foerster, Jr.66 1973 1998 5,646 0.03%
Leeon E. Hayden 74 1956 1998 127,390(6)(8) 0.77%
Robert W. Richards 47 1996 1998(9) 61,212(10) 0.37%
John J. Nicholl 63 1969 1999 7,125(6)(11) 0.04%
Robert T. Person, Jr. 54 1975 1999 7,841 0.05%
All Executive Officers and 993,332(12) 6.00%
Directors as a Group
(14 persons)
</TABLE>
- -------------------
(1) As of December 31, 1996.
(2) As of the Voting Record Date.
(3) Unless otherwise noted, all shares are owned directly by the named
individual or by their spouses and minor children, over which shares the
named individuals effectively exercise sole voting and investment power.
(4) Includes shares of Common Stock that have been awarded under the First
Federal Bank of Colorado 1992 Management Recognition Plan ("MRP") and 1996
Management Stock Bonus Plan ("MSBP") which are subject to forfeiture under
certain circumstances. Also includes shares held by the Bank's Employee
Stock Ownership Plan ("ESOP") allocated to such individual's account.
(5) Ms. Baca was previously a director of the Bank from 1990 until January 1994
when she left due to a relocation to Washington, D.C. She was re-appointed
to the Board on February 15, 1995.
(6) Excludes shares held by the ESOP for which directors Hayden, Nicholl, and
Burkholder serve as Plan Trustees. The Plan Trustees may vote unallocated
shares (presently 1,206,342) and up to 530,059 allocated shares, if no
timely voting direction is received from plan participants, within their
fiduciary capacity. Also excludes shares held by the MRP and the MSBP for
which Directors Hayden, Nicholl, and Burkholder serve as Plan Trustees. The
Plan Trustees may vote unallocated shares (presently 93,226) and up to
222,385 allocated shares, if no timely voting direction is received from
Plan participants, within their fiduciary capacity.
(7) Includes 51,201 stock options to purchase an equal number of shares of
Common Stock that are exercisable within 60 days of the Voting Record Date.
Includes 37,961 shares of Common Stock owned by the spouse of Mr. Collier
and 13,916 shares of Common Stock owned by the children of Mr. Collier for
which Mr. Collier disclaims beneficial ownership, but may be deemed to
beneficially own.
(8) Includes 5,000 shares of Common Stock owned by the spouse of Mr. Hayden for
which Mr. Hayden disclaims beneficial ownership, but may be deemed to
beneficially own.
4
<PAGE>
(9) Mr. Richards was elected by the Board in October, 1996 to fill the vacancy
created by the death of John R. Newman. Pursuant to the Company's bylaws,
Mr. Richards will serve the remaining term.
(10) Includes 6,064 stock options to purchase an equal number of shares of
Common Stock that are exercisable within 60 days of the Voting Record Date.
Includes 3,773 shares of Common Stock owned by the spouse of Mr. Richards
for which Mr. Richards disclaims beneficial ownership, but may be deemed to
beneficially own.
(11) Includes 3,146 shares of Common Stock owned by the spouse of Mr. Nicholl
for which Mr. Nicholl disclaims beneficial ownership, but may be deemed to
beneficially own.
(12) Includes 85,239 options to purchase Common Stock under the 1992 Stock
Option Plan that are exercisable within 60 days of the Voting Record Date.
See "Director and Executive Officer Compensation -- Other Compensation --
1992 Stock Option Plan." Excludes 1,206,342 shares of unallocated Common
Stock held by the ESOP. See "Director and Executive Officer Compensation --
Other Compensation -- Employee Stock Ownership Plan." Includes 69,992
shares of Common Stock owned by the spouses or children of the executive
officers and directors for which the executive officers and directors
disclaim beneficial ownership, but may be deemed to beneficially own.
Executive Officers
The following individuals hold the offices in the Company set forth below
opposite their names.
<TABLE>
<CAPTION>
Name Age(1) Positions Held With the Company
- ---- ------ --------------------------------
<S> <C> <C>
Malcolm E. Collier, Jr. 59 President, Chief Executive Officer
and Chairman of the Board
Brian L. Johnson 45 Vice President/Treasurer
Elaine M. Samuelson 50 Secretary
</TABLE>
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(1) At December 31, 1996.
The executive officers of the Company are elected annually and hold office
until their respective successors have been elected and qualified or until
death, resignation, or removal by the Board of Directors.
Biographical Information
The principal occupation during the past five years of each director,
nominee for director, and executive officer of the Company is set forth below.
All directors, nominees, and executive officers have held their present
positions for five years unless otherwise stated.
Directors
---------
Polly Baca has been a director of the Bank since 1995 and a director of the
Company since its formation in September 1995. Ms. Baca is presently the
Regional Administrator of the United States General Services Administration
Rocky Mountain Region headquartered in Denver, Colorado. Previously, from March
1994 to November 1994, Ms. Baca served as a Special Assistant to President
Clinton and Director of the United States Office of Consumer Affairs. Ms. Baca
has been Executive Director of the Colorado Institute for Hispanic Education and
Economic Development, Denver, Colorado, from 1989 to January 1994. Ms. Baca was
President and sole proprietor of Sierra Baca Systems, Thornton, Colorado, a
consulting firm from 1985 to 1989. Ms. Baca is a former State Senator, State of
Colorado, serving from 1979 to 1986.
5
<PAGE>
Stephen Burkholder has been a director of the Bank since 1987 and a
director of the Company since its formation in September 1995. Mr. Burkholder
has been the sole owner of the A&S Group, a marketing and distribution firm in
Lakewood, Colorado since April 1994. Mr. Burkholder was a long term care
specialist with AMEX Life Assurance Company from August 1993 to March 1994.
Prior to that time, Mr. Burkholder served as the Western Regional Manager for
Hirsch USA, a watch company, commencing in 1991, the Western Regional Sales
Manager for CSC Time Corporation commencing in 1990, and a sales representative
for Seiko Time Corporation from 1973 to 1990.
James R. Wexels has been a director of the Bank since 1993 and a director
of the Company since its formation in September 1995. Mr. Wexels has been
employed by the Public Service Company of Colorado, a gas and electric utility,
since 1966, and currently serves as Manager, Governmental Affairs.
Malcolm E. Collier, Jr. has been a director of the Bank since 1966 and has
been Chairman and Chief Executive Officer of the Bank since 1989 and 1972,
respectively, and Chairman and Chief Executive Officer of the Company since its
formation in September 1995. Mr. Collier was President of the Bank from July
1995 to April 1996. Mr. Collier has served in various officer capacities with
the Bank since 1962.
E. William Foerster, Jr. has been a director of the Bank since 1973 and a
director of the Company since its formation in September 1995. Mr. Foerster is
the President and majority stockholder of EZT Fastener Co., Inc., Englewood,
Colorado, and three other companies, all of which engage in manufacturing and
distributing.
Leeon E. Hayden has been a director of the Bank since 1956 and a director
of the Company since its formation in September 1995. Mr. Hayden was an attorney
with the firm of Leeon E. Hayden, P.C. and performed occasional legal work for
the Bank, consisting mainly of foreclosures on real property. Mr. Hayden retired
from this position in June 1996.
John J. Nicholl has been a director of the Bank since 1969 and a director
of the Company since its formation in September 1995. Mr. Nicholl is a retired
County Commissioner of Arapahoe County. Mr. Nicholl served in this position from
1989 until his retirement in January 1997 and also served in that position from
1965 to 1980. Mr. Nicholl was self-employed (semi-retired) from 1981 to 1988.
Prior to that time, Mr. Nicholl owned and operated Arapahoe Surveys, a land
survey company.
Robert T. Person, Jr. has been a director of the Bank since 1975 and a
director of the Company since its formation in September 1995. Mr. Person has
been the sole owner of Robert Person Communications, a management consulting
practice in Denver, Colorado since 1991. Mr. Person was Vice President of the
Public Service Company of Colorado, a gas and electric utility in Denver,
Colorado, from 1978 to 1991.
Robert W. Richards has been a director of the Bank and of the Company
since 1996. Mr. Richards has been President and Chief Operating Officer of the
Bank since April 1996 and has served the Bank in various officer and employee
positions since 1976.
Executive Officers Who Are Not Directors
----------------------------------------
Brian L. Johnson has been employed by the Bank in various officer and
employee capacities since 1974 and has served as Executive Vice President and
Chief Financial Officer since April 1996 and
6
<PAGE>
April 1992, respectively. From 1984 through April 1992, Mr. Johnson served as
Vice President and Controller. Mr. Johnson has been Vice President and Treasurer
of the Company since its formation in September 1995.
Elaine M. Samuelson has been employed by the Bank in various officer and
employee capacities since 1970 and has served as Senior Vice President in charge
of lending since June 1996. From 1989 to June 1996, Ms. Samuelson served as
Senior Vice President in charge of loan administration. Ms. Samuelson has been
the Secretary of the Bank since 1975 and of the Company since its formation in
September 1995.
Nominations for Directors
Nomination of candidates for election as directors at any annual meeting
of stockholders may be made (a) by, or at the direction of, a majority of the
Board of Directors or (b) by any stockholder entitled to vote at such annual
meeting. Only persons nominated in accordance with the procedures set forth in
the Articles and Bylaws may be eligible for election as directors at an annual
meeting.
Nominations, other than those made by or at the direction of the Board of
Directors, must be made pursuant to timely notice in writing to the Secretary of
the Company. To be timely, a stockholder's notice shall be delivered to, or
mailed and received at, the principal executive offices of the Company not less
than 60 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders of the Company. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving the
notice (i) the name, age, business address, and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
number of shares of Common Stock that are beneficially owned (as defined in the
Articles) by such person on the date of such stockholder notice, and (iv) any
other information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors
pursuant to the 1934 Act, including, but not limited to, information which would
be required to be filed with the SEC; and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Company's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (ii) the number of shares of Common Stock that are
beneficially owned by such stockholder on the date of such stockholder notice
and, to the extent known, by any other stockholders known by such stockholder to
be supporting such nominees on the date of such stockholder notice. At the
request of the Board of Directors, any person nominated by, or at the direction
of, the Board for election as a director at an annual meeting must furnish to
the Secretary of the Company that information required to be set forth in a
stockholder's notice of nomination that pertains to the nominee.
The Board may reject any nomination by a stockholder not timely made in
accordance with the requirements of the Articles and Bylaws. A stockholder may
be given the opportunity to correct a notice not meeting the requirements of the
Articles and Bylaws as provided in the Bylaws. Notwithstanding the procedures
set forth in the Bylaws, if neither the Board nor such committee makes a
determination as to the validity of any nominations by a stockholder, the
presiding officer of the annual meeting shall determine and declare at the
annual meeting whether the nomination was made in accordance with the terms of
the Articles and Bylaws. If the presiding officer determines that a nomination
or proposal was made in accordance with the terms of the Articles and Bylaws,
such officer shall so declare at the annual meeting and ballots shall be
provided for use at the meeting with respect to such nominee or proposal. If the
presiding officer determines that a nomination or proposal was not made in
accordance with the terms of the Articles and Bylaws, such officer shall so
declare at the annual meeting and the defective nomination or proposal shall be
disregarded.
7
<PAGE>
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Director Compensation
The Company does not presently compensate its directors. Each director of
the Company is also a director of the Bank and receives fees accordingly.
Non-officer members of the Board of Directors of Bank received fees of
$750 per month during the fiscal year December 31, 1996. Non-officer members of
the Board of Directors of the Bank also received a fee of $100 for each special
meeting of the Board of Directors during the fiscal year December 31, 1996.
Because of her position in the Federal government, Director Polly Baca serves on
the Board of the Bank without compensation. Members of the Board's Audit
Committee were paid $100 for each meeting attended during fiscal 1996. Members
of the Board who are not officers of the Bank are paid $100 per meeting for
other committees and are paid $100 to $200 for meetings of the Boards of
Directors of subsidiary companies. In addition, Director Hayden received $250
per month for his performance as Secretary to the Board of Directors. The Bank
paid a total of $64,750 in directors' and committee fees for the fiscal year
ended December 31, 1996.
Stock Awards. On July 24, 1996, the stockholders of the Company approved
the First Colorado Bancorp, Inc. 1996 Stock Option Plan ("1996 Stock Option
Plan") and the First Federal Bank of Colorado Management Stock Bonus Plan and
Trust ("MSBP"). Pursuant to the terms of the 1996 Stock Option Plan, each
non-employee director (i.e., Directors Baca, Burkholder, Foerster, Hayden,
Newman, Nicholl, Person, and Wexels) received on the date of stockholder
approval options to purchase 12,000 shares of Common Stock. Under the MSBP, the
same non-employee directors received 1,000 shares of restricted stock on the
date of stockholder approval. The options granted to these non-employee
directors become first exercisable at a rate of 20% one year from the date of
grant and 20% annually thereafter. Restricted stock granted to these
non-employee directors will vest 20% one year from the date awarded and an
additional 20% annually, thereafter. Employee directors also received stock
awards. See "--Other Compensation--1996 Stock Option Plan" and "--1996
Management Stock Bonus Plan."
Furthermore, directors also received awards under the 1992 Management
Recognition Plan. See "-- Others Compensation -- 1992 Management Recognition
Plan."
Executive Compensation
Summary Compensation Table. The following table sets forth for the fiscal
years ended December 31, 1996, 1995, and 1994, certain information as to the
total remuneration received by the chief executive officer of the Company or any
subsidiary who served in these capacities during such period and received total
cash compensation in excess of $100,000 for the year ended December 31, 1996.
8
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation(1) Long Term Compensation
- --------------------- -------------------------------------------- ------------------------------------
Awards
Securities
Restricted Underlying
Name and Principal Other Annual Stock Options/ All Other
Position(2) Year Salary Bonus Compensation(3)(4) Award(s)(5) SARs(#) Compensation(6)
- ----------- ---- ------ ----- ------------------ ----------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Malcolm E. Collier, Jr. 1996 $251,000 $8,894 $ 8,723 $343,750(7) 90,000(7) $ 30,000
President, Chairman, 1995 251,000 9,422 9,091 -- -- 30,002
and CEO 1994 232,340 10,636 10,784 -- -- 28,934
</TABLE>
- ----------------
(1) All compensation was paid by the Bank. Compensation deferred at election of
executive is includable in category and year earned.
(2) No executive officer other than Mr. Collier had a salary and bonus that
exceeded $100,000 for the year ended December 31, 1996.
(3) For the listed individual, for the year ended December 31, 1996, there were
no (a) perquisites and other benefits for which the aggregate value
exceeded the lesser of $50,000 or 10% of total salary and bonus; (b)
payments of above-market preferential earnings on deferred compensation;
(c) payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(4) Excludes compensation applicable to the vesting of awards of Common Stock
and receipt of income attributable to dividends paid on such awards under
the Management Recognition Plan as of December 31, 1996, 1995 and 1994 of
$133,247, $79,986 and $77,173, respectively, for Mr. Collier. Such awards
were made in 1992.
(5) At December 31, 1996, Mr. Collier also held shares of restricted Common
Stock with a fair market value of $156,286 (calculated by multiplying 9,093
shares, the number of shares that remained restricted under the 1992
Management Recognition Plan, by $17.1875 per share, the average of the bid
and ask price of the Bank's unrestricted stock on December 31, 1996).
(6) Includes cost of shares of Common Stock awarded under the Bank's Employee
Stock Ownership Plan as of December 31, 1996, 1995, and 1994 of $30,000,
$10,305 and $6,434, respectively, to Mr. Collier and contributions to the
Bank's Profit- Sharing Plan on behalf of such individual for plan years
ended December 31, 1996, 1995, and 1994 of $0, $19,697 and $22,500,
respectively.
(7) Mr. Collier received awards of stock options and restricted stock under the
1996 Stock Option Plan and MSBP, effective upon stockholder approval of
such plans at a special meeting of stockholders held on July 24, 1996. See
"--Other Compensation -- 1996 Stock Option Plan" and "-- 1996 Management
Stock Bonus Plan."
Change in Control Severance Agreements. The Bank entered into severance
agreements with Malcolm E. Collier, Jr., Chairman of the Board and certain other
key executive officers (a total of seven persons). The severance agreements are
each for terms of three years. The agreements are terminable by the Bank for
"just cause" as defined in the agreements. If the Bank terminates the employee
without just cause, the employee will be entitled to a continuation of his
salary from the date of termination through the remaining term of the agreement.
Such agreements contain a provision stating that in the event of the termination
of employment in connection with any change in control of the Bank or the
Company, the employee will be paid in a lump sum an amount equal to 2.99 times
the average of the employee's most recent five years annual cash compensation.
If such payments were to be made under the agreement as of December 31, 1996,
such payments would equal approximately $1.8 million, of which $700,000 would be
allocated to Mr. Collier. The aggregate payments that would be made to such
individuals would be an expense to the Company, thereby reducing net income and
the Company's capital by that amount. The agreements may be renewed annually by
the Board of Directors upon a determination of satisfactory performance and that
such agreements should be renewed.
9
<PAGE>
Compensation Committee Interlocks and Insider Participation
Effective May 1, 1996, Directors Burkholder, Foerster, Person, Wexels and
Baca were appointed as the Compensation Committee for the Bank. Prior to that
date, the entire Board of Directors served as the Compensation Committee for
executive officers of the Bank. Mr. Collier, President, Chairman, and Chief
Executive Officer of the Company and the Bank, was previously a member of this
committee, but did not vote in regard to his own compensation.
Report of the Compensation on Executive Compensation
The Company's executive officers consist of Mr. Collier (President,
Chairman, and Chief Executive Officer), Brian L. Johnson (Vice President and
Treasurer), and Elaine M. Samuelson (Secretary). The Bank's executive officers
consist of Mr. Collier (Chairman and Chief Executive Officer), Robert W.
Richards (President and Chief Operating Officer), James M. Rooney (Executive
Vice President), Brian L. Johnson (Executive Vice President and Chief Financial
Officer), Elaine M. Samuelson (Senior Vice President and Secretary), and Robert
A. Francis and Robert P. Easterly (Senior Vice Presidents). All of these persons
are executive officers of the Bank, therefore the Compensation Committee of the
Bank determines their compensation. This Committee meets in December of each
year to determine the level of any salary increase to take effect as of January
1 of the following year. The Committee also approves any perquisites payable to
these executive officers.
The Committee determines the level of salary increase, if any, to take
effect on January 1 of the following year after reviewing various published
surveys of compensation paid to executives performing similar duties for
depository institutions and their holding companies, with a particular focus on
the level of compensation paid by comparable institutions in and around the
Bank's market area. Although the committee did not set compensation levels for
executive officers based on whether particular financial goals had been achieved
by the Bank, the committee did consider the overall profitability of the Bank
when making these decisions. With respect to each particular executive officer,
his or her particular contributions to the Bank over the past year are also
evaluated.
Mr. Collier's base salary remained at $251,000 for fiscal 1995 and 1996.
At the meeting of the committee that determined Mr. Collier's salary for
calendar year 1996, the committee referred to various published compensation
surveys. The committee particularly noted the average annual compensation paid
to chief executive and chief operating officers of financial institutions in the
State of Colorado and nationally with assets of between $1.0 billion to $1.5
billion. Although the committee did not set Mr. Collier's 1996 compensation
based on whether particular financial goals had been achieved by the Bank, the
committee considered the overall profitability of the Bank when making this
decision.
During the last fiscal year, the Bank paid bonuses as determined by the
Compensation Committee equal to 2% of the net income of the Bank. Such bonuses
were paid to all employees of the Bank based on their pro rata compensation for
fiscal 1996.
The Compensation Committee:
Polly Baca Robert T. Person, Jr.
Stephen Burkholder James R. Wexels
E. William Foerster, Jr.
10
<PAGE>
Other Compensation
Long Term Incentive Plans. The Company made no awards or payouts to Mr.
Collier under a long term incentive plan during the fiscal year ended December
31, 1995.
Insurance. Full-time employees of the Bank are provided, at minimal
contribution or expense to them, with group plan insurance that covers
hospitalization, major medical, dental, vision, and long-term disability,
accidental death, and life insurance. This insurance is available generally and
on the same basis to all full-time employees. Long-term disability and dental
insurance are available after completion of a minimum of one year of service,
while the other benefits are available immediately. Benefitted part-time
employees become eligible for life, health, and dental insurance on the same
basis as full-time employees. Vision insurance is available to full-time and to
benefitted part-time employees after two years of service.
Employee Stock Ownership Plan. The Bank maintains an employee stock
ownership plan (the "ESOP") for the exclusive benefit of participating
employees, which became effective upon the completion of the conversion of the
Bank from mutual to stock form and the formation of the Mutual Holding Company
(the "MHC Reorganization"). Participating employees are employees who have
completed one year of service with the Company or its subsidiaries.
Contributions to the ESOP and shares released from the ESOP suspense account
will be allocated among participants on the basis of total compensation,
excluding bonuses. All participants must be employed at least 1,000 hours in a
plan year in order to receive an allocation. Participant benefits become vested
in accordance with the following schedule: three years service -- 30% vested;
four years -- 40% vested; five years -- 60% vested; six years -- 80% vested; and
seven years of service or greater -- 100% vested. Years of employment prior to
the adoption of the ESOP are counted toward vesting. Vesting will be accelerated
upon retirement, death, disability, or termination of the ESOP. Benefits may be
payable in the form of a lump sum upon retirement, death, disability, or
separation from service. The Bank's contributions to the ESOP are discretionary
and may cause a reduction in other forms of compensation.
Directors Hayden, Nicholl, and Burkholder serve as the members of the ESOP
Committee and as the ESOP Trustees. The ESOP Committee, as administrators of the
ESOP, may instruct the ESOP Trustees regarding investments of funds contributed
to the ESOP. The ESOP Trustees must vote all allocated shares held in the ESOP
in accordance with the instructions of the participating employees. Unallocated
shares and allocated shares for which no timely direction is received will be
voted by the ESOP Trustees as directed by the ESOP Committee. The ESOP is funded
by contributions made by the Bank in cash. In June, 1992, the ESOP borrowed
funds with which to acquire 145,803 shares of the common stock of the Bank
("Bank Common Stock") issued in the MHC Reorganization from an unrelated third
party lender. In connection with the Conversion and the Reorganization, the
145,803 shares of Bank Common Stock were exchanged for 441,927 shares of Common
Stock pursuant to the Exchange Ratio. This loan was fully repaid as of December
31, 1995. The ESOP Trust purchased an additional amount of Common Stock equal to
10% of the Common Stock sold in the Conversion and the Reorganization with $13.4
million of funds borrowed from the Company. This loan is secured by the shares
purchased and the earnings of ESOP assets. Common Stock purchased with such loan
proceeds will be held in a suspense account for allocation to participants as
the loan is repaid. This loan is expected to be fully repaid in approximately 10
years. The Bank contributed approximately $2.2 million in 1996 to the ESOP to
meet principal obligations and the applicable interest payments under the ESOP
loan.
11
<PAGE>
Profit Sharing Plan. The Bank sponsors a tax-qualified defined
contribution profit sharing plan, the First Federal Bank of Colorado Employees'
Profit Sharing/401(k) Plan ("Profit Sharing Plan"), for the benefit of its
employees. Employees become eligible to participate under the Profit Sharing
Plan after completing one year of service. Benefits under the Profit Sharing
Plan are determined based upon annual discretionary contributions to the Profit
Sharing Plan; such benefits are allocated to participant accounts as a
percentage of total compensation of such participant to the compensation of all
participants. At the end of each year, the Board of Directors of the Bank
determines whether to make a contribution and the amount of the contribution to
the Profit Sharing Plan, based upon a number of factors, such as the Bank's
retained earnings, profits, regulatory capital, and employee performance. It is
intended that the Profit Sharing Plan operate in compliance with the provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and
the requirements of Section 401(a) of the Code. Total contributions to the
Profit Sharing Plan for all employees for the fiscal years ended December 31,
1996, 1995 and 1994, were $0, $817,350 and $756,441, respectively. Future
contributions to the Profit Sharing Plan may continue to be reduced as a result
of anticipated increases in contributions to the ESOP.
1992 Stock Option Plan. In connection with the MHC Reorganization, the
Bank's Board of Directors adopted the 1992 Option Plan, which was approved by
the Bank's stockholders at the 1993 Annual Meeting of Stockholders on April 30,
1993. Pursuant to the 1992 Option Plan, a number of shares equal to 10% of the
Bank Common Stock issued to persons other than the Mutual Holding Company in
connection with the MHC Reorganization (208,290 shares of Bank Common Stock, as
adjusted for a three-for-two stock split on October 20, 1993) were reserved for
issuance by the Bank upon exercise of stock options to be granted to officers,
directors, and employees of the Bank and its subsidiaries from time to time
under the 1992 Option Plan. In connection with the Conversion and the
Reorganization, options to purchase 208,290 shares of Common Stock were adjusted
to options to purchase 631,325 shares and the exercise price was adjusted to
$2.20 per share pursuant to the Exchange Ratio. The purpose of the 1992 Option
Plan is to provide additional incentive to certain officers, directors, and key
employees by facilitating their purchase of a stock interest in the Bank. The
1992 Option Plan became effective with the MHC Reorganization and provides for a
term of ten years, after which no awards may be made, unless earlier terminated
by the Board of Directors.
The 1992 Option Plan is administered by a committee composed of Directors
Hayden, Nicholl, and Burkholder. Such members of the Option Committee are deemed
"disinterested" within the meaning of Rule 16b-3 pursuant to the 1934 Act. The
Option Committee selects the employees to whom options are to be granted and the
number of shares to be granted based upon the employee's position at the Bank,
years of service and performance. Options become immediately vested in the event
of death, disability, or a "change-in-control" of the Bank or its successors.
No options were granted under the 1992 Option Plan to officers, directors,
and employees during the fiscal year ended December 31, 1996. As of December 29,
1995, the date of the consummation of the Conversion and the Reorganization,
100% of the options under the 1992 Option Plan had been awarded; of these
awards, at December 31, 1996, 200,829 options were still available for exercise.
1996 Stock Option Plan. The Company's Board of Directors has adopted the
1996 Stock Option Plan, which was approved by the Company's stockholders on July
24, 1996. Pursuant to the 1996 Stock Option Plan, a number of shares equal to
10% of the Common Stock issued in the Company's initial public offering (i.e.,
1,340,379 shares of Common Stock) were reserved for issuance by the Company upon
exercise of stock options to be granted to officers, directors, and key
employees of the Company (or any present or future parent or subsidiary of the
Company), from time to time under the 1996 Stock Option Plan. The purpose of the
1996 Stock Option Plan is to provide additional incentive to certain officers,
directors, and key employees by facilitating their purchase of a stock interest
in the Company.
12
<PAGE>
The 1996 Stock Option Plan became effective on July 24, 1996 and provides for a
term of ten years, after which no awards may be made, unless earlier terminated
by the Board of Directors pursuant to the terms of the 1996 Stock Option Plan.
An initial grant of stock options under the 1996 Stock Option Plan was
made to officers, directors, and key employees upon the Company's receipt of
stockholder approval on July 24, 1996, and the option exercise price is the
average of the bid and the ask price of the Common Stock on the date of
stockholder approval. Two additional grants of stock options have been made
since that time. As of the Record Date, no stock options have been exercised
pursuant to the 1996 Stock Option Plan.
The following table sets forth information concerning options granted
under the 1996 Stock Option Plan during fiscal 1996 to the person named in the
Summary Compensation table.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
- ----------------------------------------------------------------------------------------------------
Percent of Potential Realizable
Number of Total Options/ Value at Assumed
Securities SARs Granted Annual Rate of Stock
Underlying to Employees Exercise or Price Appreciation for
Options/SARs in Fiscal Base Price Option Term
Name Granted (#) Year ($/Sh) Expiration Date 5%($) | 10%($)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Malcolm E. Collier, Jr. 90,000 7.2% 13.5625 July 24, 2006 $767,644 $1,945,362
</TABLE>
Additional Option Information. The following tables set forth for the
fiscal year ended December 31, 1996, information regarding options awarded
pursuant to 1992 Option Plan and the 1996 Stock Option Plan to the person named
in the Summary Compensation Table and the year end value of such outstanding
options.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES(1)
- -------------------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs in-the-Money Options/SARs
Acquired on Value at Fiscal Year-End at Fiscal Year-End
Exercise Realized (#)(2)(3) ($)(2)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Malcolm E. Collier, Jr. 20,000 $299,750(4) 61,201/0 $917,250/$0(4)
0 0(5) 0/90,000 $0/$326,250(5)
</TABLE>
- -----------
(1) During fiscal 1996, no additional options were granted under the 1992 Stock
Option Plan.
(2) No Stock Appreciation Rights ("SARs") have been awarded under the 1992
Stock Option Plan or the 1996 Stock OptionPlan.
(3) Includes options that are exercisable within 60 days of the Voting Record
Date.
(4) 1992 Stock Option Plan - Based upon an exercise price of $2.20 and the
average bid and ask price of $17.1875 as of December 31, 1996.
(5) 1996 Stock Option Plan - Based on an exercise price of $13.5625 and the
average bid and ask price of $17.1875 as of December 31, 1996.
13
<PAGE>
1992 Management Recognition Plan. In 1992, the Board of Directors of the
Bank adopted the 1992 Management Recognition Plan ("1992 MRP") as a method of
providing officers, directors, and key employees of the Bank with a proprietary
interest in the Bank in a manner designed to encourage such persons to remain
with the Bank. The Bank contributed sufficient funds to the 1992 MRP Trust to
enable the 1992 MRP Trust to purchase 3% of the Bank Common Stock issued in the
MHC Reorganization to parties other than the Mutual Holding Company (i.e.,
60,115 shares of Bank Common Stock, as adjusted for the three-for-two stock
split). Awards under the 1992 MRP were made in recognition of prior and expected
future services to the Bank of its officers and employees responsible for
implementation of the policies adopted by the Board of Directors, the profitable
operation of the Bank, and as a means of providing a further retention incentive
and direct link between compensation and the profitability of the Bank.
Benefits under the plan may be granted in the sole discretion of a
committee composed of three directors who are not also employees of the Bank or
its subsidiary (the "1992 MRP Committee") appointed by the Board of Directors of
the Bank. The 1992 MRP is managed by trustees (the "1992 MRP Trustees") who are
non-employee directors of the Bank and who have the responsibility to invest all
funds contributed by the Bank to the trust created for the 1992 MRP (the "1992
MRP Trust"). Awards under the MRP become immediately vested in the event of
death, disability, or a "change in control" of the Bank or its successors.
All of the Bank Common Stock purchased by the 1992 MRP was purchased at
the original issuance price of $6.67 (as adjusted for the three-for-two stock
split) per share. Officers, directors, and employees of the Bank were awarded a
total of 51,300 shares of restricted Bank Common Stock pursuant to the 1992 MRP
at the close of the MHC Reorganization on July 14, 1992. Awards of 3,000 and
2,340 shares of restricted Bank Common Stock pursuant to the 1992 MRP were
granted during the fiscal years ended December 31, 1993 and 1994, respectively.
A total of 1,200 shares previously awarded were forfeited in 1994. Of the total
60,115 shares of Bank Common Stock purchased by the 1992 MRP, 92.2% have been
awarded. At the completion of the Conversion and the Reorganization, the 27,355
shares of Bank Common Stock held by the 1992 MRP which have not yet been earned
were converted into 82,912 shares of the Common Stock pursuant to the Exchange
Ratio, of which 14,151 shares are unallocated.
1996 Management Stock Bonus Plan. The Board of Directors of the Bank has
adopted the Management Stock Bonus Plan (the "MSBP") as a method of providing
executive officers and key employees of the Bank with a proprietary interest in
the Company in a manner designed to encourage such persons to remain in the
employment or service with the Bank. Awards under the MSBP were made in
recognition of prior and expected future services to the Bank to those executive
officers and key employees of the Bank responsible for implementation of the
policies adopted by the Board of Directors of the Bank, the profitable operation
of the Bank, and as a means of providing a further retention incentive and
direct link between compensation and the profitability of the Bank. Awards under
the MSBP vest at a rate of 20% per year beginning on the anniversary date of the
date of grant. An initial grant of restricted stock was made on July 24, 1996,
the date of stockholder approval of the MSBP. Two additional awards of
restricted stock under the MSBP have been made since that time.
Employee Stock Purchase Plan. The Bank maintains the First Federal Bank of
Colorado Employee Stock Purchase Plan (the "Stock Purchase Plan"). As of
December 31, 1996, 21,740 shares of Bank Common Stock had been purchased by
employees under the Stock Purchase Plan. The Stock Purchase Plan allows
employees of the Bank to make purchases of the Common Stock in the open market
through regular payroll deductions of no less than $10 nor more than $500 for
each payroll period. The amounts withheld from all participants' payroll
deductions are pooled and forwarded to Norwest Bank
14
<PAGE>
Denver, N.A., the administrator of the Stock Purchase Plan (the "Administrator")
to purchase shares of Common Stock in the open market for the accounts of all
participants under the Stock Purchase Plan on a monthly basis. The Bank pays
expenses associated with such purchases, including brokerage commissions and any
service charges levied by the Administrator. Participants have the authority to
direct the Administrator in the manner of voting the number of whole shares of
Common Stock held in their accounts and may withdraw from the Stock Purchase
Plan at any time. Participation under the Stock Purchase Plan is open to all
full-time employees of the Bank on an equal basis. Participation under the Stock
Purchase Plan and an individual's level of payroll savings for the purchase of
Common Stock is completely voluntary. There are no discounts in the purchase
price of the Common Stock, therefore, it is impossible to estimate the value of
any benefit to be awarded under the Stock Purchase Plan.
- --------------------------------------------------------------------------------
PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The following graph compares the cumulative total shareholder return on an
initial investment in common stock of First Colorado Bancorp, Inc. subsequent to
the Conversion and Reorganization with that of (a) the total return index for
domestic companies listed on the Nasdaq Stock Market and (b) the total return
index for banks listed on the Nasdaq Stock Market. These total return indices of
the Nasdaq Stock Market are computed by the Center for Research in Securities
Prices ("CRSP") at the University of Chicago. All three investment comparisons
assume the investment of $100 at the close of the market on January 2, 1996 (the
date the common stock of First Colorado Bancorp, Inc. was first traded) and the
reinvestment of dividends as paid. The graph provides comparisons as of December
31, 1996, the last day of trading for the year ended December 31, 1996. Stock
performance information regarding First Federal Savings Bank of Colorado prior
to the Conversion and Reorganization has not been provided due to the lack of
comparability of the trading prices of the two stocks.
There can be no assurance that the Company's stock performance will
continue with the same or similar trends as that of the Company as depicted in
the graph below. The Company will not make or endorse any predictions as to
future stock performance.
15
<PAGE>
[GRAPHIC OMITTED]
=========================================================
1/2/96 12/31/96
---------------------------------------------------------
CRSP Nasdaq Bank Index $100 $133
---------------------------------------------------------
CRSP Nasdaq U.S. Index $100 $122
---------------------------------------------------------
First Colorado Bancorp, Inc. $100 $151
=========================================================
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank had no "interlocking" relationships existing on or after January
1, 1995 in which (i) any executive officer is a member of the Board of
Directors/Trustees of another entity, one of whose executive officers is a
member of the Board of Directors of the Bank, or where (ii) any executive
officer is a member of the compensation committee of another entity, one of
whose executive officers is a member of Board of Directors of the Bank.
The Bank, like many financial institutions, has followed a policy of
offering residential mortgage loans for the financing of personal residences,
share loans, consumer loans, and overdraft protection to its officers,
directors, and employees. The loans are made in the ordinary course of business
and are made on substantially the same terms and conditions, including interest
rate and collateral, as those of comparable transactions prevailing at the time
with other persons, and do not include more than the normal risk of
collectibility or present other unfavorable features. At December 31, 1996 loans
to executive officers and directors of the Company and the Bank, and their
immediate family members, amounted to $1.4 million or 0.63% of the Company's
stockholders' equity.
16
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
KPMG Peat Marwick LLP was the Company's independent certified public
accountant for the fiscal year ended December 31, 1996. The Board of Directors
has approved to renew the Company's arrangements with KPMG Peat Marwick LLP to
be its auditors for the fiscal year ending December 31, 1997, subject to
ratification by the Company's stockholders. A representative of KPMG Peat
Marwick LLP is expected to be present at the Meeting to respond to stockholders'
questions and will have the opportunity to make a statement, if so desired.
The ratification of the appointment of the Company's auditors must be
approved by a majority of the votes cast by the stockholders of the Company at
the Meeting. The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of KPMG Peat Marwick LLP as the Company's
auditors.
- --------------------------------------------------------------------------------
ANNUAL REPORTS
- --------------------------------------------------------------------------------
The Company's Annual Report to Stockholders for the fiscal year ending
December 31, 1996, including financial statements, has been mailed to all
persons who were listed as stockholders of record as of the close of business on
the Voting Record Date. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing the Company. Such Annual Report is
not to be treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
A Copy of the Form 10-K as filed with the SEC will be furnished without
charge to stockholders as of the record date upon written request to the
Secretary, First Colorado Bancorp, Inc., 215 South Wadsworth Boulevard,
Lakewood, Colorado 80226. Such Form 10-K is not to be treated as a part of the
proxy solicitation material or as having been incorporated herein by reference.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office at 215
South Wadsworth Boulevard, Lakewood, Colorado 80226, no later than December 1,
1997. Any such proposals shall be subject to the requirements of Rule 14a-8
under the 1934 Act.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, including
any adjournments thereof, it is intended that proxies in the accompanying form
will be voted in respect thereof in accordance with the judgment of the person
or persons voting the proxies.
17
<PAGE>
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without payment of additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Elaine M. Samuelson
ELAINE M. SAMUELSON
SECRETARY
Lakewood, Colorado
March 31, 1997
18
<PAGE>
REVOCABLE PROXY
FIRST COLORADO BANCORP, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
April 30, 1997
- --------------------------------------------------------------------------------
The undersigned hereby appoints the official proxy committee of the Board
of Directors of the First Colorado Bancorp, Inc. (the "Company") with full
powers of substitution to act, as attorneys and proxies for the undersigned, to
vote all shares of common stock of the Company that the undersigned is entitled
to vote at the Annual Meeting of Stockholders (the "Meeting"), to be held at the
Arvada Center for the Arts and the Humanities, 6901 Wadsworth Boulevard, Arvada,
Colorado, on Wednesday, April 30, 1997, at 3:00 p.m. and at any and all
adjournments thereof, as follows:
FOR WITHHELD
--- --------
1. The election as director of all nominees
listed below: |_| |_|
Polly B. Baca
Stephen A. Burkholder
James R. Wexels
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
---------------------------------------
2. The ratification of the appointment of FOR AGAINST ABSTAIN
KPMG Peat Marwick LLP as independent --- ------- -------
auditors of First Colorado Bancorp, Inc.
for the fiscal year ending December 31,
1997. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, A
SIGNED PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO
CONFERS DISCRETIONARY AUTHORITY ON THE OFFICIAL PROXY COMMITTEE TO VOTE WITH
RESPECT TO MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elects to vote at the Meeting, or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of Notice of the Meeting and a proxy statement dated
March 31, 1997.
Dated: , 1997 [ ] Please check here if you plan to attend
----------------- the Meeting.
- ------------------------------ --------------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed card. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
First Colorado Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing
fee is calculated and state how it was determined.)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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